AMAZON.COM, INC.

1 Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 _____FORM 10-Q_____ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March 31, 2021or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to .Commission File No. , INC.(Exact name of registrant as specified in its charter) _____Delaware 91-1646860(State or other jurisdiction of incorporation or organization) ( Employer Identification No.)410 Terry Avenue North, Seattle, Washington 98109-5210(206) 266-1000(Address and telephone number, including area code, of registrant s principal executive offices)Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $.

2 01 per shareAMZNN asdaq Global Select Market_____Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

3 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 504,323,736 shares of common stock, par value $ per share, outstanding as of April 21, 2021 Table of , 10-QFor the Quarterly Period Ended March 31, 2021 INDEX PagePART I. financial INFORMATIONItem Statements3 consolidated Statements of Cash Flows3 consolidated Statements of Operations4 consolidated Statements of Comprehensive Income5 consolidated Balance Sheets6 Notes to consolidated financial Statements7 Item s Discussion and Analysis of financial Condition and Results of Operations19 Item and Qualitative Disclosures About Market Risk31 Item and Procedures32 PART II. OTHER INFORMATIONItem Proceedings33 Item Factors33 Item Sales of Equity Securities and Use of Proceeds43 Item Upon Senior Securities43 Item Safety Disclosures43 Item Information43 Item of ContentsPART I.

4 financial INFORMATIONItem , STATEMENTS OF CASH FLOWS(in millions)( unaudited ) Three Months Ended March 31,Twelve Months Ended March 31, 2020202120202021 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD$36,410 $42,377 $23,507 $27,505 OPERATING ACTIVITIES:Net income2,535 8,107 10,563 26,903 Adjustments to reconcile net income to net cash from operating activities:Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other5,362 7,508 22,297 27,397 Stock-based compensation1,757 2,306 7,347 9,757 Other operating expense (income), net67 30 244 (108)Other expense (income), net565 (1,456)451 (4,603)Deferred income taxes322 1,703 704 827 Changes in operating assets and liabilities:Inventories1,392 (304)(2,605)(4,545)Accounts receivable, net and other1,262 (2,255)(6,018)(11,686)Accounts payable(8,044)(8,266)6,532 17,258 Accrued expenses and other(2,761)(4,060)(1,213)4,455 Unearned revenue607 900 1,430 1,558 Net cash provided by (used in) operating activities3,064 4,213 39,732 67,213 INVESTING ACTIVITIES:Purchases of property and equipment(6,795)(12,082)(20,365)(45,427) Proceeds from property and equipment sales and incentives1,367 895 4,970 4,624 Acquisitions, net of cash acquired, and other(91)(630)(1,384)(2,864)Sales and maturities of marketable securities11,626 17,826 31,664 56,437 Purchases of marketable securities(15,001)(14,675)(39,938)(72,15 3)Net cash provided by (used in) investing activities(8,894)(8,666)(25,053)(59,383) FINANCING ACTIVITIES.

5 Proceeds from short-term debt, and other617 1,926 1,934 8,105 Repayments of short-term debt, and other(631)(2,001)(1,860)(7,547)Proceeds from long-term debt76 111 842 10,560 Repayments of long-term debt(36)(39)(1,140)(1,556)Principal repayments of finance leases(2,600)(3,406)(10,013)(11,448)Prin cipal repayments of financing obligations(17)(67)(43)(103)Net cash provided by (used in) financing activities(2,591)(3,476)(10,280)(1,989)F oreign currency effect on cash, cash equivalents, and restricted cash(484)(293)(401)809 Net increase (decrease) in cash, cash equivalents, and restricted cash(8,905)(8,222)3,998 6,650 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD$27,505 $34,155 $27,505 $34,155 See accompanying notes to consolidated financial of , STATEMENTS OF OPERATIONS(in millions, except per share data)( unaudited ) Three Months Ended March 31,20202021 Net product sales$41,841 $57,491 Net service sales33,611 51,027 Total net sales75,452 108,518 Operating expenses:Cost of sales44,257 62,403 Fulfillment11,531 16,530 Technology and content9,325 12,488 Marketing4,828 6,207 General and administrative1,452 1,987 Other operating expense (income), net70 38 Total operating expenses71,463 99,653 Operating income3,989 8,865 Interest income202 105 Interest expense(402)(399)Other income (expense), net(406)1,697 Total non-operating income (expense)(606)1,403 Income before income taxes3,383 10,268 Provision for income taxes(744)(2,156)Equity-method investment activity, net of tax(104)(5)Net income$2,535 $8,107 Basic earnings per share$ $ Diluted earnings per share$ $ Weighted-average shares used in computation of earnings per share.

6 Basic498 504 Diluted506 513 See accompanying notes to consolidated financial of , STATEMENTS OF COMPREHENSIVE INCOME(in millions)( unaudited ) Three Months Ended March 31, 20202021 Net income$2,535 $8,107 Other comprehensive income (loss):Foreign currency translation adjustments, net of tax of $21 and $13(874)(374)Net change in unrealized gains (losses) on available-for-sale debt securities:Unrealized gains (losses), net of tax of $12 and $30(203)(98)Reclassification adjustment for losses (gains) included in Other income (expense), net, net of tax of $0 and $4 (14)Net unrealized gains (losses) on available-for-sale debt securities(203)(112)Total other comprehensive income (loss)(1,077)(486)Comprehensive income$1,458 $7,621 See accompanying notes to consolidated financial of , BALANCE SHEETS(in millions, except per share data) December 31, 2020 March 31, 2021 ( unaudited )ASSETSC urrent assets.

7 Cash and cash equivalents$42,122 $33,834 Marketable securities42,274 39,436 Inventories23,795 23,849 Accounts receivable, net and other24,542 24,289 Total current assets132,733 121,408 Property and equipment, net113,114 121,461 Operating leases37,553 39,328 Goodwill15,017 15,220 Other assets22,778 25,660 Total assets$321,195 $323,077 LIABILITIES AND STOCKHOLDERS EQUITYC urrent liabilities:Accounts payable$72,539 $63,926 Accrued expenses and other44,138 40,939 Unearned revenue9,708 10,539 Total current liabilities126,385 115,404 Long-term lease liabilities52,573 53,067 Long-term debt31,816 31,868 Other long-term liabilities17,017 19,418 Commitments and contingencies (Note 4)Stockholders equity:Preferred stock, $ par value:Authorized shares 500 Issued and outstanding shares none Common stock, $ par value:Authorized shares 5,000 Issued shares 527 and 528 Outstanding shares 503 and 5045 5 Treasury stock, at cost(1,837)(1,837)Additional paid-in capital42,865 45,160 Accumulated other comprehensive income (loss)(180)(666)Retained earnings52,551 60,658 Total stockholders equity93,404 103,320 Total liabilities and stockholders equity$321,195 $323,077 See accompanying notes to consolidated financial of , TO consolidated financial STATEMENTS( unaudited )Note 1 ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURESU naudited Interim financial InformationWe have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC ) for interim financial reporting.

8 These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normalrecurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods results for the periods presented are not necessarily indicative of the results that may be expected for 2021 due to seasonal and other factors. Certaininformation and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the UnitedStates ( GAAP ) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunctionwith the audited consolidated financial statements and accompanying notes in Item 8 of Part II, financial Statements and Supplementary Data, of our 2020 Annual Report on Form Period ReclassificationsCertain prior period amounts have been reclassified to conform to the current period presentation.

9 Proceeds from short-term debt, and other werereclassified from Proceeds from long-term debt and other and Repayments of short-term debt, and other were reclassified from Repayments of long-term debtand other on our consolidated statements of cash of ConsolidationThe consolidated financial statements include the accounts of , Inc. and its consolidated entities (collectively, the Company ), consisting of itswholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in Indiaand certain entities that support our seller lending financing activities. Intercompany balances and transactions between consolidated entities are of EstimatesThe preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets andliabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.

10 Estimates areused for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-basedcompensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, and valuation and impairment of investments. Given the globaleconomic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates may become more challenging, and actual results coulddiffer materially from these Cash Flow InformationThe following table shows supplemental cash flow information (in millions):Three Months Ended March 31,Twelve Months Ended March 31,2020202120202021 SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest on debt$290 $276 $879 $902 Cash paid for operating leases1,029 1,640 3,680 5,086 Cash paid for interest on finance leases168 157 650 601 Cash paid for interest on financing obligations22 33 59 113 Cash paid for income taxes, net of refunds305 801 1,017 2,209 Assets acquired under operating leases2,408 3,536 9,403 17,345 Property and equipment acquired under finance leases2,166 2,067 13,262 11,489 Property and equipment acquired under build-to-suit arrangements379 887 1,304 2,775 7 Table of ContentsEarnings Per ShareBasic earnings per share is calculated using our weighted-average outstanding common shares.